VIVK 8-K
Vivakor, Inc. (VIVK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances, including the closing of the Membership Interest Purchase Agreement disclosed below, and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.
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| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES. |
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on October 7, 2024, on October 1, 2024, the Company, Jorgan Development, LLC, a Louisiana limited liability company (“Jorgan”) and JBAH Holdings, LLC, a Texas limited liability company (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively, the “Endeavor Entities”) closed the transactions that were the subject of the previously-disclosed Membership Interest Purchase Agreement among them dated March 21, 2024, as amended (the “MIPA”). Under the MIPA, the purchase price for the Endeavor Entities that the Company owes to the Sellers is $120 million (the “Purchase Price”), subject to post-closing adjustments, including a reduction for assumed debt of the Endeavor Entities and a potential earn-out adjustment. The Purchase Price is payable in a combination of Company common stock, $0.001 par value per share (“Common Stock”) and Company Series A Preferred Stock $0.001 par value per share (“Preferred Stock”), with the number of shares of Common Stock calculated as that number of shares that equals 19.99% of the outstanding Common Stock after giving effect to the issuance, so long as such amount does not cause the Sellers' direct and indirect beneficial post-Closing ownership percentage in the Common Stock to exceed 49.99%, with the remainder of the Purchase Price to be paid in Preferred Stock. Sellers are beneficially owned and controlled by James Ballengee, who is the Company’s Chief Executive Officer and a member of the Board of Directors. The Company is still calculating the final Purchase Price but has made an initial calculation as to the number of shares of Common Stock to be issued as part of the Purchase Price, which is 6,724,291 shares. On December 2, 2024, the Company issued 6,700,000 shares of Common Stock to the Sellers, or their assignees, with 4,999,500 shares issued to Jorgan and 50,500 shares issued to JBAH. The remaining shares were issued to two non-related parties for consideration at the instruction of the Sellers. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Sellers are controlled by one of executive officers who is an accredited investor and familiar with the Company’s operations and the two non-related party recipients are known to the Company and its management and they are familiar with the Company and its operations.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIVAKOR, INC. | |||
| Dated: December 6, 2024 | By: | /s/ James H. Ballengee | |
| Name: | James H. Ballengee | ||
| Title: | Chairman, President & CEO | ||
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